TECHNICAL AND CONTRACTUAL REPRESENTATIVES

The following authorized representatives are hereby designated for this Subcontract:

SELLER: SAIC:

TECHNICAL: TECHNICAL: James Chandler

ADDRESS: ADDRESS: Memphis, TN

PHONE: PHONE 901-237-6630

EMAIL: EMAIL: [email protected]

CONTRACTUAL: CONTRACTUAL: Renna’ B. Green

ADDRESS: ADDRESS: Memphis, TN

PHONE: PHONE: 901-653-7029

EMAIL: EMAIL: Renna’[email protected]

All notices or other written communication required or permitted to be given under any provision of this Subcontract shall be in writing and shall be deemed to have been given by the notifying party if delivered by hand, facsimile (with confirmed receipt), electronic media (with confirmed receipt) or mailed by an overnight delivery service, to the receiving party’s above-identified contractual representative.

6.0 PERSONNEL

(a) Personnel performing under this Subcontract shall meet or exceed the minimum qualification and experience requirements specified in the RFP.

(b) If required, Seller shall designate “Key Personnel” who are essential to the successful completion and execution of this Subcontract. Key Personnel shall perform all work necessary for the timely and quality completion of the task to which they are assigned. Seller may not substitute or replace a Key Personnel without SAIC’s prior written approval. Seller’s Key Personnel are: N/A.

(c) SAIC reserves the right to direct the removal of any individual assigned to this Subcontract.

7.0 WARRANTY

In addition to any other warranties specified herein or provided by the manufacturer, Seller warrants that; 1) the services provided under this Subcontract shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature; and 2) that any goods delivered under this Subcontract will be new, unless otherwise specified, and for a period of one (1) year following acceptance be free from defects in design, material and workmanship. All goods and services will conform to applicable specifications, drawings, and standards of quality and performance. In the event of any breach of the foregoing warranties, Seller shall, at its own expense, at SAIC’s election either: (1) re-perform the non-conforming services and/or correct the non-non-conforming goods to conform to this standard; or (2) refund to SAIC that portion of the amounts received by Seller attributable to the non-conforming services and/or goods. All warranties of Seller shall inure to the benefit of both SAIC and SAIC’s customers. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by SAIC.

8.0 INDEMNIFICATION

(a) Seller shall indemnify, defend and hold SAIC and SAIC’s customers harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, causes of action, lawsuits or other proceedings, regardless of legal theory, that result, in whole or in part, from Seller’s (or any of Seller’s subcontractors, suppliers, employees, agents or representatives): (i) intentional misconduct, negligence, or fraud, (ii) breach of any representation, warranty or covenant made herein,; (iii) breach of the confidentiality or disclosure provisions herein; (iv) infringement of any patent, trademark, copyright, trade secret, or any other intellectual property right; or (v) violation of any law or regulation. Notwithstanding the foregoing, Seller’s obligations under this Article shall not apply to the extent that a claim is finally determined by a court of competent jurisdiction to be caused by the negligence or willful misconduct of SAIC. The above indemnification excludes any infringement caused by complying with the SAIC’s or SAIC’s Customer’s requirement to use or use of the Supplier supplied equipment or software not provided by Supplier.

(b) SAIC shall promptly notify Seller of any claim that is covered by this indemnification provision and shall authorize representatives of Seller to settle or defend any such claim or suit and to take charge of any litigation in connection therewith.

(c) If the sale or use of any item delivered under this Subcontract is enjoined as a result of Seller’s infringement of any patent, trademark, copyright, trade secret, or any other intellectual property right, Seller shall obtain, at no expense to SAIC, the right for SAIC and its customers to use and sell said item or shall substitute an equivalent item acceptable to SAIC.

9.0 INSURANCE

In accordance with subparts (a) and/or (b) below, upon Buyer's request Supplier agrees to provide Certificates of Insurance evidencing that the required insurance coverage’s are in force and providing not less than thirty (30) days notice prior to any cancellation or restrictive modification of the policies. Further, the required insurance coverages below shall be primary and non-contributing with respect to any other insurance that may be maintained by Buyer.

The below required coverages and their limits in no way lessen nor affect Supplier's other obligations or liabilities set forth in this Order.

(a) To the extent that Supplier is performing services under this Order, Supplier agrees to purchase and maintain at its own expense the following insurance coverage’s with minimum limits as stated:

Workers Compensation: in accordance with the statutory requirements and limits of the State of Tennessee Employer's Liability $100,000 Each Accident; $500,000 Disease - Policy Limit $100,000 Disease - Each Employee, including a waiver of subrogation obtained from the carrier in favor of Buyer;

Commercial General Liability: Comprehensive General Liability Insurance, covering Bodily Injury and Property Damage on an "occurrence" basis. . The coverage shall be provided on ISO occurrence Form CG 00 01 07 98 (or substitute form for providing equivalent or greater coverage) and include Premises and Operations, Contractual Liability, Independent Contractor's Liability, Broad Form Property Damage, including Premises/Completed Operations, and Personal Injury liability, with employee and contractual exclusions deleted. General Aggregate

$1,000,000 Products - Completed Operations $1,000,000 Personal & Advertising $1,000,000 Each Occurrence

$1,000,000 (Bodily Injury & Property Damage) Fire Damage (any one fire) $50,000 Medical Expense (any one Person) $5,000 ; Buyer, its officers and employees shall be included as Additional Insured’s and a waiver of subrogation shall be obtained from the carrier in favor of Buyer;

Automobile Liability: in an amount no less than $1 Million Combined Single Limit for Bodily Injury covering use of all owned, non-owned, and hired vehicles. Buyer, its officers and employees shall be included as Additional Insured’s on the policy;

Professional Liability: if Supplier is performing any professional services, coverage for damages (including financial loss) caused by any acts, errors and omissions arising out of Supplier’s performance of professional services with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. All-Risk Property Insurance in an amount adequate to replace property, including goods covered by this Order, of Buyer and/or Buyer's customer which may be in the possession or control of Supplier. Buyer shall be named as a Loss Payee with respect to loss or damage to said property and/or goods furnished by Buyer.

(b) To the extent that Supplier is providing products under this Order, Supplier agrees to purchase and maintain at its own expense the following insurance coverage’s with minimum limits as stated:

The Contractor shall be responsible for maintaining any and all PROPERTY INSURANCE on its own equipment and shall require all subcontractors to do likewise.

(i) Commercial General Liability as described above in Section 9 (a);

(ii) Products Liability in an amount no less than $1 Million per occurrence covering bodily injuries or property damage arising out of defective products or work completed. To the extent that coverage for Supplier's products are not excluded in (i), this requirement does not apply;

(iii) All-Risk Property Insurance (as described above in Section 9 (a) in an amount adequate to replace property of Buyer and/or Buyer’s customer, including goods covered by this Order, which may be in the possession or control of Supplier. Buyer shall be named as a Loss Payee with respect to loss or damage to said property and/or goods furnished by Buyer.